Numinus Wellness Inc. (TSX:NUMI)(OTCQX:NUMIF) and Novamind Inc. (CSE:NM)(OTCQB:NVMDF)(FSE:HN2) have entered into a definitive arrangement agreement pursuant to which Numinus will acquire all of the issued and outstanding common shares of Novamind in an all-share transaction, by way of a court-approved plan of arrangement, for total consideration of approximately CA$26.2 million ($20.74 million) on a fully diluted in-the-money basis.
Following the transaction, the combined company will operate 13 wellness clinics and will be positioned as a leading psychedelic-assisted therapy provider in North America, leading its peer group in revenue with approximately CA$10 million in annual pro-forma revenue based on the trailing four quarters.
"Since Numinus began, we have always strived to be the most trusted, evidence-based leader in psychedelic-assisted therapy and medicine. The Novamind acquisition presents a transformational opportunity for Numinus to launch a strong U.S. platform through eight established, reputable, efficiently operating and revenue-producing clinics," stated Payton Nyquvest, founder and CEO, Numinus. "We prioritize working with the best partners in this industry and Novamind's U.S. market presence, complementary client programming and respected clinical research capabilities allow us to accelerate our strategic growth plans and broaden access to healing and wellness."
Nyquvest continued: "We expect this acquisition will significantly bolster our financial performance, growing Numinus' annual revenue to more than five times our current levels, and driving meaningful margin improvement through identified operating efficiencies. Our combined capabilities will deliver exceptional value for our clients, employees, and shareholders. We look forward to welcoming the Novamind team to the Numinus family."
Yaron Conforti, CEO and co-founder, Novamind, stated, "This transaction offers significant value for Novamind's shareholders and provides compelling new opportunities for our employees, patients and research partners. The combination of Novamind's network of mental health clinics and research sites in the U.S. and Numinus' leadership in psychedelic-assisted psychotherapy in Canada creates a best-in-class company. The combined entity is supported with over CA$50 million in pro-forma capital and positioned with distinct capabilities to serve a growing and diverse group of stakeholders. We are excited to join Numinus, a true leader in mental health innovation."
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